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                                                                      EXHIBIT 24
                                 WILLIAMS GP LLC

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each of the undersigned individuals, in
their capacity as a director or officer, or both, as hereinafter set forth below
their signature, of WILLIAMS GP LLC, a Delaware limited liability company, as
general partner of Williams Energy Partners L.P. (Williams GP), does hereby
constitute and appoint CRAIG R. RICH AND SUZANNE H. COSTIN their true and lawful
attorneys and each of them (with full power to act without the other) their true
and lawful attorneys for them and in their name and in their capacity as a
director or officer, or both, of Williams GP, as hereinafter set forth below
their signature, to sign Williams Energy Partners L.P.'s Annual Report to the
Securities and Exchange Commission on Form 10-K for the fiscal year ended
December 31, 2001, and any and all amendments thereto or all instruments
necessary or incidental in connection therewith; and

THAT the undersigned Williams GP does hereby constitute and appoint CRAIG R.
RICH AND SUZANNE H. COSTIN its true and lawful attorneys and each of them (with
full power to act without the other) its true and lawful attorney for it and in
its name and on its behalf to sign said Form 10-K and any and all amendments
thereto and any and all instruments necessary or incidental in connection
therewith.

Each of said attorneys shall have full power of substitution and resubstitution,
and said attorneys or any of them or any substitute appointed by any of them
hereunder shall have full power and authority to do and perform in the name and
on behalf of each of the undersigned, in any and all capacities, every act
whatsoever requisite or necessary to be done in the premises, as fully to all
intents and purposes as each of the undersigned might or could do in person, the
undersigned hereby ratifying and approving the acts of said attorneys or any of
them or of any such substitute pursuant hereto.

IN WITNESS WHEREOF, the undersigned have executed this instrument, all as of the
22 day of January, 2002.



 /s/ Steven J. Malcolm                            /s/ Phillip D. Wright
--------------------------------------           -------------------------------
         Steven J. Malcolm                            Phillip D. Wright
Chairman of the Board, Chief Executive           President, Chief Operating
       Officer and Director                         Officer and Director
   (Principal Executive Officer)


 /s/ Don R. Wellendorf                            /s/ Keith E. Bailey
--------------------------------------           -------------------------------
         Don R. Wellendorf                            Keith E. Bailey
   Senior Vice President, Chief                           Director
  Financial Officer, Treasurer
          and Director
    (Principal Financial and
       Accounting Officer)


 /s/ William A. Bruckmann, III                    /s/ Don J. Gunther
--------------------------------------           -------------------------------
     William A. Bruckmann, III                           Don J. Gunther
    Director of Williams GP LLC,                   Director of Williams GP LLC,
 General Partner of Williams Energy                General Partner of Williams
           Partners L.P.                               Energy Partners L.P.


 /s/ William W. Hanna
--------------------------------------
          William W. Hanna
    Director of Williams GP LLC,
 General Partner of Williams Energy
           Partners L.P.


WILLIAMS GP LLC, as General Partner of Williams Energy Partners L.P.

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 /s/ Don R. Wellendorf
----------------------------------
     Don R. Wellendorf
Senior Vice President, Chief
Financial Officer, Treasurer
       and Director
 (Principal Financial and
    Accounting Officer)


ATTEST:


 /s/ Suzanne H. Costin
-----------------------
     Suzanne H. Costin
        Secretary


                                 WILLIAMS GP LLC

I, the undersigned, Suzanne H. Costin, Secretary of WILLIAMS GP LLC, a Delaware
limited liability company, as general partner of Williams Energy Partners L.P.
(hereinafter called the Company), do hereby certify that, pursuant to the
Limited Liability Company Act of the General Corporation Law of Delaware, the
members of the Board of Directors of the Company unanimously consented, as of
January 22, 2002, to the following:

RESOLVED that, the Chairman of the Board, the President or any Vice President of
the Company be, and each of them hereby is, authorized and empowered to execute
a Power of Attorney for use in connection with the execution and filing, for and
on behalf of the Company as General Partner of Williams Energy Partners L.P.,
under the Securities Exchange Act of 1934, of the Annual Report on Form 10-K for
the fiscal year ended December 31, 2001, for Williams Energy Partners L.P.

I further certify that the foregoing resolution has not been modified, revoked
or rescinded and is in full force and effect.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal
of WILLIAMS GP LLC this 5 day of March, 2002.


 /s/ Suzanne H. Costin
----------------------
     Suzanne H. Costin
        Secretary


[CORPORATE SEAL]

